An Unpleasant Situation
by ScorpioGirl1987
Summary: An alternate ending of The Jungle Book 2. Shere Khan puts Baloo in an impossible situation: Save Bagheera, or hand Mowgli over? What will happen? Read to find out!
1. Chapter 1

**This is an AU about the last hour of The Jungle Book 2. I thought about what it would be like if Bagheera ever encountered Shere Khan, and I immediately thought of this. So...I hope you guys like it. I do not own The Jungle Book 2. It belongs to Disney.**

* * *

_'Baloo is going to die.'_ Bagheera thought angrily as he walked along the tree branches looking for his friend. He couldn't believe he went ahead and brought Mowgli back into the jungle! He knew full well that Shere Khan is still after Mowgli. How could he risk his life like that? The panther heard rustling among some bushes below him_. 'Aha!'_ Bagheera jumped down and sat in front of the bushes.

XX

Shere Khan needed a plan.

The man cub was not going to get away this time around. But how will he capture him?

Then it occurred to him.

He would need help capturing him.

And who better to help capture the man cub than his friends?

The tiger spotted Bagheera tree-hopping and hid in a bush and shook it to get his attention.

It worked.

XX

'Come on out, Baloo. You can't hidfe in there forever.' Bagheera thought as he continued to stare at the bush. What is he doing? He's not even trying to revgeal himself. He sighed and got up and started to pad away.

"Leaving soo soon?"

Bagheera whirled around and gasped in horror as he saw Shere Khan coming out of the bushes. He glared ast Shere Khan and brandished his claws. "You." He seethed.

"Now is that any way to treat an old friend?" Shere Khan smirked. He started walking slowly towards Bagheera.

"You stay away from him, Shere Khan!" Bagheera warned him.

"Or what?" Shere Khan asked, raising an eyebrow. "With due respect, you're not a fighter."

"I am when I have to be." They started circling each other.

"I'm guessing judging by your behavior, you know where Mowgli is." Shere Khan said. He sat on his hind legs.

"Of curse I don't." Bagheera snarled. :"And if you touch one hair on his head, you'll wish you've never been born."

Shere Khan sighed and shook his head. "More empty threats. What are we going to do with you, Bagheera?"

Bagheera just glared at Shere Khan frantically thinking of how to avoid whatever the tiger was planning.

Shere Khan started pacing in front of Bagheera. "If you would rather do it your way, you should've said so."

"What are you talking about?" Bagfheera eyed him suspiciously.

"You're willing to risk your life for the man cub's safety, but are you willing to risk your friends'?" Shere Khan asked.

Bagheera's blood ran cold. _'Oh, no. Did something happen to Baloo?'_ "Where's Baloo?"

"Take a look inside those bushes." Shere Khan gestured to the bushes behind him. "Go on."

Without a word, Bagheera ran over to the bushes and looked inside. He felt something hard hit his head.

XXX

"Wow. Nothing's changed here at all, has it?"

Mowgli and Baloo were walking along the jungle eating mangos. "Besides King Louie leaving the palace in search of his answers for how to make fire, nope." Baloo tossed the rest of his mango in his mouth.

"So who's living at the ruins now?" Mowgli asked.

"Oh, me and the monkey's turned it into the best hideout place ever." Baloo explained. "You'll see when we get there...." His voice trailed off as he saw Baghera standing on a nearby rock. He gasped and pulled Mowgli behind him, covering his mouth. ":Bagheera! Hey-hey! What's up?"

"Baloo, please tell me you didn't bring Mowgli into the jungle." Bagheera begged, slightly frantic.

"Of course I didn't!" Baloo lied easily. "You know his future lies in the village!" Baloo grinned and noticed a vine tied around Bagheera's neck. "Uhhh...nice vine scarf, Baggy. Since when did you..." His voice trailed off as Shere Khan appeared next to Bagheera. Baloo gasped in horror as he realized what was going on.

"Judging by the look on your face, Baloo, I'm guessing you realize that I'm holding your friend hostage." Shere Khan stated. Baloo gulped and Mowgli let out a muffled gasp. Shere Khan brandished a claw and stuck it under Bagheera's jaw. "Relinquish the man cub, or your friend dies."

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**Uh-ooooohhhhhhhhh! What will happen next? Stay tuned!**


	2. Chapter 2

Baloo looked nervously between Shere Khan and Bagheera. What was he going to do? He can't let Baggy die! But he can't let Mowgli die either.

"Tell you what." Baloo finally said. "How about _neither _of them die?"

"I think you misunderstood me." Shere Khan replied patiently. "If you don't deliver the man cub to me, Bagheera dies. So, you have a choice: Bagheera or Mowgli. Since I'm feeling merciful, I'll grant you this: if you don't deliver Mowgli to be in exactly three hours, Bagheera dies a slow and painful death, and you will watch."

"Don't do it, Baloo." Bagheera choked out. Shere Khan yanked on the vine.

"Silence!" He commanded. "Do we have an understanding, Baloo?"

Baloo swallowed and nodded. "Ok....three hours. Got it." He started backing away, his hands still behind him, holding Mowgli to his back. "Just...uh...hang in there, Baggy. Heh. I'll...I can figure this out."

Shere Khan and Bagheera watched as Baloo ran off, not knowing that Mowgli was with him. Bagheera let out a heavy sigh. "He's not going to hand the man cub over, Shere Khan. He cares for him too much."

"We'll see."

"And what's to stop me from killing you when Baloo doesn't show up?" Bagheera raised an eyebrow.

Shere Khan chuckled. "Oh, Bagheera, you and I both know you're too much of a pushover to do anything."

Bagheera stammered angrily. "_Pushover_?! What do you-"

Shere Khan started pacing in front of Bagheera. "I only meant that you hardly ever fight in your defense, let alone for those close to you."

Bagheera glared at Shere Khan. "I only fight when it's absolutely necessary."

"Really? Because I don't recall seeing you the last time I encountered the man cub." Shere Khan raised an eyebrow.

"That's be cause it took me a while to find him and Baloo!" Bagheera argued. "Do you know how big this jungle is?"

"Very." Shere Kghan answered. He laid down on his stomach, resting his head on his folded arms.

Bagheera sighed again, and shook his head. "What happened to you? We used to be friends!"

Shere Khan just glared at Bagheera and didn't say anything. Bagheera glared back.

XXX

Baloo didn't stop walking for at least twenty minutes. He sighed and released Mowgli, who was still shocked. Baloo ran his paw over his head and groaned in anticipation quietly. Mowgli sighed and shook his head slowly.

"Baloo...what are we going to do?" Mowgli asked. "We can't let Bagheera die."

"I can't let you die either." Baloo pointed out. "There's gotta be a way to get both of you out of this situation."

Mowgli hesitated, then swallowed. "I _could _turn myself over."

"What? No way!" Baloo exclaimed. "That is the_ last_ thing I or Bagheera would want!"

"But Baloo, I don't think I can live with myself if I let Bagheera die! After all that he's done for me?" Mowgli pointed out and threw out his hands. "He's..." He sighed. "As much as he annoys me sometimes...he's like a father to me." He bowed his head and leaned against a low branch.

...Wait,_ low branch_?

Mowgli gasped and tried to remember the scenary where they met with Shere Khan, and smiled as his brain hatched an idea.

"Baloo, no one has to die." Mowgli declared. "I have an idea."

XXX

Baloo hid behind a tree near where Shere Khan and Bagheera were. He glanced at the duo, then turned back to Mowgli. "Are you sure about this?"

"Positive." Mowgli frowned in determination. "You remember the plan?"

Baloo nodded. "What if he doesn't go for it, though?"

"He has to." Mowgli answered. "Remember- you have leverage. Use it."

"All right." Baloo paused. "Little britches, if we're gonna do this...I'll hold Shere Khan off, while you two run for it."

Mowgli was suddenly worried. "What if...you don't win the fight?"

Baloo sighed. '_Then I die._' He thought. Out loud, he said "This whole mess is my fault, anyway. Bagheera was right: I should've just left well enough alone."

Mowgli shrugged. "Hey, I could've stopped you from taking me from the village."

Baloo said nothing. Instead, he cleared his throat. "We, uh...we better move. Our time's almost up."

"Yeah." Mowgli followed Baloo, who walked until he was eight feet in front of Shere Khan and Bagheera. Shere Khan grinned evilly.

"Have you made your decision?" Shere Khan asked./

Baloo nodded. "I have." He turned to Bagheera. "Baggy....I'm so sorry about this."

"It's qall right, Baloo." he said calmly. "I understand completely."

Baloo star4d at Bagheera, his eyes pleading him to understand as he motioned for Mowgli to show himself. Mowgli walked in front of Baloo, also assuring Bagheera with his eyes, that he has a plan. Bagheera's eyes widened in horror. He shook his head.

"Mowgli...no! No! I've lived my life. Now it's your turn!" Bagheera protested.

"Bagheera, it's okay." Mowgli said reassuringly.

"Well, go on, Baloo." Shere Klhan said. "Hand the boy over."

"All right." Baloo replied. "Have Bagheera take one step towards me for each step Mowgli takes towards you." He then winked at Bagheera, letting him in on the plan.

Shere Khan bought it. "Very well." He untied Bnagheera and nudged him forward. Bagheera anx Mowgli started walking slowly towards each other. As Mowgli walked got close besides Bagheera, he grabbed Bagheera's shoulders and swung his leg over his back. Bagheera suddenly understood what was going on and bent low to help Mowgli on his back.

"Go!" Mowgli he cried out. Bagheera ran to the nearest low branch and jumped on it. Shere Khan gasped and stared in shock. Then he glared at Baloo.

"You tricked me." He growled and crouched low.

* * *

**...I have a very weird imagination. XD Anyway, for those who watched Jungle Cubs, you'll get the "We used to be friends!" reference.**


	3. Chapter 3

**Aaahhh, sorry for the long wait, guys! This will be the last chapter.**

Bagheera ran across two tree branches before stopping. "That was very clever of you, man cub."

Mowgli smiled and chuckled. "Thanks. I learned from the best."

Bagheera smiled back and sighed. "Mowgli, the villagers are looking all over for you. They're really worried."

This revelation took Mowgli slightly by surprise. "The whole village? Is looking for me? I thought they were mad..."

"Apparently not, since they're all looking for you." Bagheera stated. "Come on. I'll take you back to them."

XX

Shanti was getting tired. She and Ranjan have been searching all night for Mowgli, but still no sign of him. She hoped he hasn't been eaten.

"I'm sure we'll find Mowgli soon..." Shanti reassured both herself and Ranjan.

XXX

After leaving Baloo for dead, Shere Khan continued looking for Mowgli. His ears perked up, and he spotted two man cubs talking about Mowgli. Shere Khan grinned as he came up with another idea. He just has to attract their attention.

Shere Khan snapped a twig to get Shanti's and Ranjan's attention. Shanti gasped in horror and fear as she saw Shere Khan growling quietly. Shanti stood very still. Shivers ran up and down her spine, and she couldn't find her voice to scream. She felt Ranjan pull her wrist.

"Shanti...let's go. Run!" Ranjan said frantically. "Come on!"

Shanti felt her legs move. She picked up Ranjan and ran as fast as she could. Ranjan still stared in horror at Shere Khan chasing them.

XXX

Mowgli was having a heck of a time on Bagheera's back. They sped along tree branches, and Mowgli kept bumping up and down on the panther's back.

"HELP!" They heard someone scream. "MOWGLI!"

Bagheera stopped and Mowgli turned his head towards the sound. "Shanti?" He called out.

"Who's Shanti?" Asked Bagheera.

"My best friend from the village." Mowgli explained. They heard Shere Khan roar, and Shanti scream. Mowgli's eyes widened in horror. "Come on! We have to go after them!"

Bagheera raised an astonished eyebrow. "We just got _away _from Shere Khan. Now you want to go back?"

"My friends are in trouble! They must've followed me out here. It's all my fault! We have to go after them." Mowgli said frantically. "If something happens to them, I'd never forgive myself."

Bagheera heaved a sigh. "All right. Hold on."

XXX

Shanti was getting tired. She ran around frantically, looking for a place to hide. She spotted a banyan tree and hid inside with Ranjan. Shere Khan approached it and started clawing at them. Shanti panted in fear. Sweat was pouring down her face. She held Ranjan tightly.

"Shnati!" Shanti looked up to see Mowgli on a high tree branch looking down at her.

"Mowgli!" Shanti exclaimed, slightly relieved. "Mowgli, help!"

"I will. Hold on!" Mowgli looked around and spotted a vine hanging above him. He yanked it down and tied it around the tree branch.

"He's gonna ram us!" Shanti shrieked. Shere Khan was crouched a few feet from the tree. He lunged and slammed into it, causing the branches to shake. Shanti continued screaming. Bagheera helped Mowgli tie the vine tight around the branch. Bagheera put a paw on the vine so it wouldn't loosen or break.

"Shanti! Hold onto this, and we'll pull you up!" Mowgli called down.

Shanti snapped out of her trance and held Ranjan up so he could reach the vine. "Ok, Mowgli, now!"

Mowgli pulled Ranjan up onto the branch. "Mowgli!" Ranjan exclaimed. They hugged.

Mowgli gestured to Bagheera. "Ranjan, this is Bagheera. Bagheera, Ranjan."

"MOWGLI!" Shanti screamed. Shere Khan tore a huge hole in the branches, wide enough for him to get through.

Mowgli gasped in horror. Without thinking, he jumped down in front of Shanti. He picked her up and hugged her.

"Shanti took a few short gasps. "Oh, Mowlgi!"

"I thought I'd never see you again." Mowgli pulled away. "What are you doing here?""

"We went looking for you after that wild bear carried you off!" Shanti exclaimed.

Mowgli was confused. Then he realized she was talking about Baloo. "That was Baloo. My best friend out here. Remember how I told you I made friends with a bear and that he rescued me after the monkeys grabbed me?"

Shanti's eyes widened, then she sighed and put her face in her hands. "Oh...sorry."

"It's okay."

"Well, isn't this sweet." Shere Khan chuckled evilly. Mowgli protected Shanti from Shere Khan. The tiger continued. "I'm sure you know why I'm here. You see, you humiliated me, man cub. I wasn't going to let you get away with what you did to me."

Mowgli swallowed. "So what now?"

"You know very well what now." Shere Khan bore his teeth and crouched low.

Bagheera swallowed, frowned in determination, and jumped down in front of Mowgli, pushing his tail against the man cub, protecting him.

"Bagheera! What are you doing?" Mowgli asked, surprised. He then grew worried. "You just got away from him, now you wanna go back?"

"Well, this is an interesting turn of events." Shere Khan chuckled. "I assume this goes into the 'fighting when absolutely necessary' category?"

Bagheera bore his own teeth and unsheathed his claws. "I did warn you: if you so much as touch Mowgli, you'll regret the day you were born!"

"Bring it." Shere Khan challenged.

The two cats roared and tackled each other. Mowgli gaped, swallowed, and looked up at Ranjan. "Ranjan, you can come down, now."

Ranjan slid down on the rope into Mowgli's arms. He took Shanti's hand and started leading her out of the tree. "Come on. Let's get you back to the village."

They ran out of the banyan tree and into Baloo. "Oof!" Mowgli stumbled backwards. "Baloo! You're okay!"

Shanti gasped in horror and started tugging on Mowgli's hand. Mowgli turned to face Shanti. "Shanti, it's okay. This is Baloo, my best friend. Baloo, this is Shanti."

"Oh...heh..." Shanti swallowed and cleared her throat. "Nice to meet you, Baloo."

"Same here." Baloo glanced over at Shere Khan and Bagheera fighting. "So, what'd I miss?"

"I saved Shanti and our friend Ranjan from Shere Khan, and Bagheera protected me from Shere Khan." Mowgli responded simply. "That's the gist of it. I'm gonna take Shanti and Ranjan back to the village, now."

"But Mowgli, you have to come with us!" Shanti exclaimed.

Mowgli swallowed nervously. He wanted to stay in the jungle with Baloo...but he also wanted to stay with Shanti and Ranjan. What was he going to do?

Baloo saw that his friend was torn between the jungle and the man village He sighed. This was going to be his hardest decision yet...

"Mowgli...take your friends and go back to the man village." Baloo instructed firmly "Baggy and I will handle Shere Khan."

"But, Baloo..."

"Mowgli, I promise we'll be fine! Now go." Baloo gave one last pleading look before he ran towards the two fighting cats.

Mowgli sighed and turned to his friends."The village is five miles..." He pointed to the left of him. "you should make it there in about four hours."

"What? What about you?" Shanti asked.

"I have to help my friends." Mowgli said determined. "It's my fault they're in this mess."

"Mowgli..." Shanti sighed. He can be so stubborn sometimes. "No. I'll back you up."

"Shanti, it;'s too dangerous." Mowgli protested.

"I am going to back you up." Shanti repeated with a determined look on her face.

Mowgli sighed in defeat. "Ok, um..." he looked around. "There's a steep hill not far from here. At the bottom, be ready with a long, sharp stick."

"Why a sharp one?" Shanti asked.

"Just do it, please." Mowgli shooed his friends towards the cliff. He picked up a large rock, and threw it at Shere Khan's head just as he was about to bite Bagheera's head off. Shere Khan growled in pain. He glared at Mowgli, who gestured for him to follow. Mowgli zipped through the jungle. He looked back to make sure Shere Khan was following him. He smiled in satisfaction as Shere Khan bounded after him, looking beyond furious.

"YAAAH!" Not watching where he was going, Mowgli lost his footing, and tumbled down the steep hill. He landed on his back, his head spinning. He focused his vision. He looked to his left and saw Shanti kneeling next to him.

"Are you okay?"

"Yeah. You got the stick?" He asked.

"Yeah- here."

Mowgli grabbed the stick just as Shere Khan lunged for him. Shanti screamed and Mowgli pointed the stick up, squeezing his eyes shut.

_Crunch._

Moegli felt something hot and sticky all over his arms. Shere Khan fell dead on his side. Mowgli was shaking all over. He took a cfew deep breaths and threw up all over Shere Khan's corpse.

"Holy..." The kids looked up to see Baloo and Bagheera standing at the top of the hill.

"Well, at least we won't have to worry about Shere Khan anymore, right Baggy?" Baloo chuckled.

Bagheera glanced at Basloo, perturbed, then hopped down. "Mowgli...he tried to kill you. You did it in self-defense."

Mowgli still started at Shere Khan's corpse, shocked at what he did. "I...I killed someone, Bagheera. I'll live with this for the rest of my life."

"Be that as it may...you made the jungle safe again." Bagheera smiled. "You're a hero."

"I agree." Shanti smiled and walked over to her friend. "You saved us all. You are a hero."

Mowgli smiled at his friends. "Thanks."

They heard voices in the distance. Shanti gasped happily as she recognized the villagers. "There they are!"

"Papa! Whoo-hoo!" Ranjan cheered.

"Come on, Mowgli!" Shanti said excitedly. Then she saw the torn look on his face. "Mowgli...I have to go. The village is where I belong."

Mowgli bowed his head, closed his eyes, and turned away. "I know."

Shanti swallowed sadly, and took Ranjan's hand. "Come on, Ranjan."

"What about Mowgli?" He asked.

"He's not coming with us."

Baloo noticed how sad Mowgli was. He didn't want things to turn out this way. He didn't think it woul;df get this bad. He sighed heavily.

"Mowgli...what are you waiting for?"

Mowgli turned to Baloo, surprised. "What?"

"Friends like those only come around once, maybe twice in a lifetime." Baloo smiled down at him. "Don't let her get away."

Mowgli smiled and hugged Baloo. "I'm gonna miss you, Papa Bear."

"I'll miss you, too." He set Mowgli down and watched him run after his friends. He sighed sadly. _Well...at least he's happy...'_ He thought.

**THE END! You know what happens the rest of the film, right? Good! 'Cause I really need to post this up, and my brother needs to use the internet.**


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